exhibit102.htm


    Exhibit
10.2

     

    THE
MONSANTO BENEFITS PLAN

    FOR

    THIRD
COUNTRY NATIONALS (TCNs)

    


    


    INTRODUCTION

    


    Throughout
our worldwide organization, Monsanto aims to employ and develop people of the
highest quality.  Because of the size and scope of our international
operations, some employees are permanently transferred to another country at the
Company’s request.  Employees are then referred to as Third Country
Nationals (or TCNs).

    


    The TCN
Benefits Plan was established to provide a target level of
benefits.  The TCN Plan is designed to be competitive and financially
attractive in order to provide you with an equitable level of financial
protection during your career.

    


    The TCN
Plan is responsive to the many variables that can determine your benefits, and
changes in circumstances in the location(s) where you are assigned.

    


    Specifically,
the TCN Plan aims to enable you to accept and maintain your assignment as a TCN
and maintain a pattern and quality of living at retirement that is:

    


    
      	
              ·  

            	
              consistent
      with that at your original Monsanto location;
  and

            


    

    
      	
              ·  

            	
              comparable
      with your “international” colleagues in Monsanto (even though local
      conditions will vary).

            


    

    


    Monsanto
provides all supplemental TCN benefits; that is all benefits over and above
those you receive through participation in local plans, at no cost to
you.

    



    
      
         


      

      
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    CONTENTS

    


    


    
      	
              Eligibility

            	 
      	
              3

               

            
	
              Cost

            	 
      	
              3

               

            
	
              How
      TCN Benefits are Determined

            	 
      	
              3

               

            
	
              TCN
      Benefits at Retirement

            	 
      	
              4

               

            
	
              Disability
      Income

            	 
      	
              6

               

            
	
              Death
      Benefits

            	 
      	
              8

               

            
	
              Additional
      Information

            	 
      	
              9

               

            


    

    


     

    This
booklet describes the benefits Monsanto provides for TCNs.  The TCN
Plan is fairly complex, because it takes into account many different factors
which can determine the benefits you actually receive and covers varying
situations in many countries around the world.  Some of the provisions
and terminology may be unfamiliar and not applicable to your
case.  Please ask questions if you have any concerns about your own
situation.

     

     

    Although
this booklet describes the main features of the TCN Plan, it does not cover
every aspect of the plan.  The term “Monsanto” can refer to either the
parent company or a participating subsidiary.

     

     

    


     


    
      
         


      

      
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    ELIGIBILITY

    


    You
became eligible for TCN benefits when:

    


    
      	
              ·  

            	
              your
      supervisor or local HR representative determined that you had been
      permanently transferred to another country at the request of the Company,
      and applied to the Company before January 1, 2002, for you to be covered
      by the TCN Plan;

            


    

    
      	
              ·  

            	
              the
      appropriate authorized Monsanto committee approved your participation in
      the TCN Plan prior to January 1,
2002;

            


    

    
      	
              ·  

            	
              you
      were notified in writing that you had been designated a TCN;
      and

            


    

    
      	
              ·  

            	
              you
      waived any prior commitments made to you arising from an international
      transfer and accepted the legal jurisdiction governing interpretation of
      the TCN Plan.

            


    

    


    


    COST
OF TCN BENEFITS

    


    Monsanto
pays the whole cost of providing your TCN benefits apart from any contributions
you may be required to make to local Social Security plans or as a result of
participation in local Company benefit plans.

    


    


    HOW
TCN BENEFITS ARE DETERMINED

    


    The
Monsanto TCN Plan has been designed to provide a “target” level of benefits
based on your international Monsanto career.  In order to understand
how the TCN Plan operates, you need to recognize three important
concepts:

    


    
      	
              ·  

            	
              Target
      Benefit

            


    

    
      	
              ·  

            	
              Accrued
      Benefits (called “Offsets”)

            


    

    
      	
              ·  

            	
              TCN
      Supplement

            


    

    


    Simply
stated the Target Benefit is the total benefit you should get as a TCN from all
sources; Accrued Benefits (or “Offsets”) are what you are scheduled to get from
local private and public plans including other retirement and disability plans
sponsored by Monsanto; and the TCN Supplement is what you will receive under the
TCN Plan if the sum of your various Accrued Benefits is less than the Target
Benefit.  Stated as a formula:

    


    Target
Benefit – Accrued Benefits = TCN Supplement payable under TCN Plan

    


    


    In other
words, the overall aim of the TCN Plan is to provide a sound level of Target
Benefits (on retirement, disability, termination or death).

    


    Target Benefit
- WHAT YOU SHOULD GET FROM ALL
SOURCES

    


    To
calculate your Target Benefit for retirement and disability, the TCN formula
applies to your worldwide Monsanto service and is independent of any particular
country’s plan.  Your Target Benefit will be calculated in the
currency of your last country of employment.

    


    The
formula will be explained in greater detail under the relevant benefits sections
in the remainder of this booklet.


    
      
         


      

      
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    Accrued Benefits
(Or “Offsets”) -
WHAT YOU ARE SCHEDULED
TO GET FROM OTHER SOURCES

    


    Your
Accrued Benefits or Offsets can include any or all the following:

    


    
      	
              ·  

            	
              All
      local retirement income type benefits you accrue while working for
      Monsanto and to which Monsanto has contributed either directly or
      indirectly.  These will be offset against the Target Benefit and
      will include benefits from local Company-sponsored retirement or
      disability plans (like pension plans, profit sharing plans, Provident
      Funds, etc.) whether contributory or not, annuity or single
      sum.

            


    

    
      	
              ·  

            	
              All
      government retirement or disability benefits to which Monsanto has
      contributed directly or indirectly, by taxes or otherwise (like Social
      Security available to you on application.)  These public
      benefits will be offset on a pro rata basis in the proportion that your
      Monsanto Pensionable Service bears to the total service underlying such
      government benefits.

            


    

    
      	
              ·  

            	
              All
      compulsory benefits required by governmental action to which Monsanto has
      contributed and which are based on your service with Monsanto (like
      certain severance and seniority payments whether statutory, contractual or
      granted by custom).

            


    

    


    You will
be expected to participate fully in any local Monsanto plans that are voluntary
and our calculations will assume maximum participation at local
levels.  Offsets are determined and fixed at the time of termination,
but can be adjusted thereafter to prevent “windfalls”.  This would be
the case, for example, when an additional offset benefit is created after the
initial Supplement is calculated.  Monsanto uses a professional
pension adviser (the Actuary) as necessary to determine such
calculations.  The Actuary’s decision is final and
binding.  Offsets are converted to the appropriate currency before
calculations are completed.

    


    TCN Supplement - ANY
DIFFERENCE BETWEEN WHAT YOU SHOULD GET AND WHAT YOU ARE SCHEDULED TO
GET

    


    If the
Target Benefit is greater than the sum of the Accrued Benefits, you will be paid
the difference under the TCN Plan as a TCN Supplement to the local government
and Company benefits you will receive.

    


    If the
sum of the Accrued Benefits is equal to or greater than the Target Benefit,
there will be no TCN Supplement payable under the TCN Plan.

    


    


    TCN
BENEFITS AT RETIREMENT

    


    You can
look forward to an income after your career with Monsanto, regardless of which
countries you have worked in for Monsanto.  The TCN approach provides
alternative ways of calculating your pension rights, to guarantee certain
minimum levels of retirement income.

    


    Normal
Retirement Pension

    


    At normal
retirement age (65), you will receive at least a target level of pension
(calculated as a single life annuity).  We look at your Accrued
Benefits (Offsets) and compare them against the TCN Target Benefit
formula.

    



    
      
         


      

      
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    Normal
Retirement Target Benefit

    


    You are
eligible for the TCN Benefit if you have completed at least 10 continuous years
of Pensionable Service as a TCN.

    


    The
amount of pension you receive is based on:

    


    
      	
              ·  

            	
              your
      Pensionable Earnings; and

            


    

    
      	
              ·  

            	
              your
      years (and completed months) of Pensionable Service, up to a maximum of 40
      years

            


    

    


    Pensionable
Earnings mean the average of earnings in the currency of the country of last
assignment for the final 36-month period, and will include the same items as are
included under the local Monsanto pension plan and will be consistent with the
objectives of the last country of assignment pension plan.

    


    The
three-year average is used because this will normally produce an earnings figure
that reflects the highest years of your career with Monsanto.

    


    The
annual Target Benefit you will receive as a pension from all sources at normal
retirement age will be calculated as follows:

    


    _____________________________________

    


    1.75%
of Pensionable Earnings

    times

    years
of TCN eligible Pensionable Service

    _____________________________________

    


    Pensionable
Service is defined as the period from the latest date of hire by Monsanto to the
date continuous service is terminated with any Monsanto Company.  So,
after 40 years’ service with Monsanto, your target pension will be 70% of your
Pensionable Earnings.

    


    Your
Retirement Accrued Benefits (or “Offsets”)

    


    The TCN
Plan takes into account the sum of your Accrued Benefits (Offsets) during your
career with Monsanto.  These “Offsets” include a combination of
Company and government benefits that provide retirement income (see page
4).

    


    As the
definition of the Target Benefit does not include government benefits, the
public benefits will be deemed to include government benefits only in proportion
to Monsanto service, since the objective is to include only benefits earned
while with Monsanto.

    


    Retirement
TCN Supplement

    


    If the
sum of your Accrued Benefits is less than the Target Benefit amount calculated
above, then you will receive a TCN Supplement under the TCN Plan to make up the
difference.

    


    If
calculations produce a TCN Supplement, you will receive the supplement at
retirement in the currency of your final country of employment.


    
      
         


      

      
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    You will
receive your TCN pension monthly, starting from the first day of the month
following your 65th
birthday.  The Internal People Committee may direct that payment of a
TCN Supplement be made in a lump sum.

    


    Early Retirement
Benefits

    


    You are
eligible to receive an early retirement pension beginning at age 55, provided
you have completed at least 10 years of Pensionable Service as a
TCN.  The accrued TCN Supplement payable at age 65 (if any) is reduced
by 1⁄4% per month (3% a year) before your normal retirement date.  This
is to take into account the potentially longer period of payment.

    


    Deferred
Retirement

    


    If your
retirement is deferred beyond your normal retirement date, any TCN Supplement
payable to you will be the same as if you retired on your normal retirement
date.

    


    If
You Leave (Termination)

    


    If you
leave Monsanto before you are eligible to receive any retirement benefits, you
may still be eligible for a deferred (or preserved) TCN Supplement if you have
at least 10 years of Pensionable Service.

    


    If you
are eligible for a TCN Supplement, you will receive the full amount beginning at
normal retirement age (65).  However, you may choose an early
retirement pension at or after age 55, reduced by 1⁄4% per month before your
normal retirement date.

    


    


    DISABILITY
INCOME

    


    Monsanto
provides financial security for you if you become Totally and Permanently
Disabled and unable to work as a result of sickness or bodily
injury.  The TCN Plan provides a target level of income on a total
Monsanto career basis.  (Benefits are not provided under the TCN Plan
for temporary or partial disability.)

    


    Eligibility

    


    If you
become Totally and Permanently Disabled prior to age 65, a Disability TCN
Supplement may be payable until you reach age 65.  Total and Permanent
Disability means the inability or incapacity as the result of bodily injury or
disease so as to be prevented from engaging in any occupation or employment for
remuneration or profit, which disability has lasted for 6 months - as determined
by medical advisors selected by the Company.

    


    Disability
Income

    


    We look
at your Accrued Benefits (Offsets) and compare them against the TCN Disability
Income Target Benefit described below.

    


    Disability
Income Target Benefit

    


    You are
eligible for a Disability Income Target Benefit, if you have completed at least
five years’ Pensionable Service when disabled, or if you meet the eligibility
requirements of your current Monsanto disability plan.

    



    
      
         


      

      
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    The
Disability Income Target Benefit is 60% of Pensionable Earnings at the time you
become disabled.

    


    Pensionable
Earnings are calculated in the same way as for retirement, except that we use
the average of the last three years prior to the time of
disablement.

    


    No
reduction will be applied to any Disability TCN Supplement although payment
commences prior to normal retirement age.

    


    Your
Disability Accrued Benefits (or “Offsets”)

    


    In order
to establish whether a TCN Supplement is payable, the TCN Plan looks at your
Disability Accrued Benefits.  These “Offsets” to the Target Benefits
will be nearly the same as those listed under the How TCN Benefits Are
Determined section (see page 4) and dealt with in the same manner as for
retirement benefits.

    


    Disability
Income TCN Supplement

    


    If the
sum of your Disability Accrued Benefits is less than the Disability Income
Target Benefit described above, then you will be eligible to receive a TCN
Supplement under the TCN Plan to make up the difference.

    


    You will
receive a Disability TCN Supplement (if applicable) payable until the earlier of
the date you reach age 65 or are no longer disabled.  At age 65, you
will receive a TCN Supplement (if applicable) in accordance with the TCN
Benefits at Retirement section (see pages 4-6).

    


    


    DEATH
BENEFITS

    


    An
important feature of your benefits provisions is the level of financial
protection provided for your dependents during your career with
Monsanto.

    


    There are
no age or service eligibility requirements to receive this
coverage.

    


    Target
Benefit - on Death in Service

    


    If you
die while employed by Monsanto, the Target Benefit at death is 60% of the Target
Benefit at retirement calculated taking into consideration your actual years of
service plus your projected years of service to age 65.  In other
words:

    


    ___________________________________________________

    60%

    times

    1.75%
of Pensionable Earnings

    times

    Pensionable
Service projected to age 65

    ___________________________________________________

    



    
      
         


      

      
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    Accrued
Benefits (or “Offsets”) at Death

    


    There
will be “Offsets” to the TCN Target Benefit at death also, such as all Monsanto
and government death benefits in whatever form and to whomever payable, to which
Monsanto has contributed directly or indirectly.   These will
include such things as group life insurance, widows’ and orphans’ pensions,
employer contributions to savings, thrift, profit-sharing or provident funds,
informal death gratuities and publicly provided survivors’
benefits.

    


    These
Offsets will not include additional accidental death benefits such as AD&D
or travel accident insurance, government benefits which are incidental or token
in nature (including modest burial benefits) or mere refunds from local Company
benefits plans of your contributions and interest which may be designated as
“death benefits”.

    


    TCN
Supplement

    


    If the
benefits generated by the Offsets are less than the amount calculated under the
Target Benefit upon death formula described above, then your dependents will
receive a TCN Supplement from the TCN Plan.  This TCN Supplement will
be paid in the currency of your Home Country - either as a single lump sum or as
a periodic payment (or a combination of both).

    


    Target Benefit - on Death after
Retirement

    


    On death
after retirement, a Death Benefit Supplement may be payable to your surviving
spouse.  Such Death Benefit Supplement will be equal to 60% of the TCN
Supplement you were receiving under the TCN Plan at the time of
death.

    


    Beneficiaries

    


    You can
file with the Company (through your local HR representative) your preferences
for beneficiaries to receive any TCN Supplement due.  You may change
your beneficiary designation at your discretion.  This is especially
advisable if your personal circumstances change (such as marriage or birth of a
child).

    



    
      
         


      

      
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    ADDITIONAL
INFORMATION

    


    CURRENCIES

    


    For
Calculations

    


    Calculations
for Retirement or Disability Income TCN Supplements will be made in the currency
of the country of last assignment.  In the case of the Death Benefit
TCN Supplement calculations, the currency of the Home Country will be
used.

    


    For
Offsets

    


    All
offset amounts will be converted to the proper currency for calculation
according to the Exchange Rate in effect at the time of determination of
benefits.  The Exchange Rate used will be the currency exchange rates
normally used within the Company for Inter-company accounting.

    


    For
Payments

    


    Any TCN
Supplement payable will normally be paid in the currency of the calculation as
described above, except that you and the Company may agree that Retirement or
Disability Income TCN Supplements will be paid in any other currency mutually
convenient to the parties.  The amounts payable will be converted to
such other currency at the Exchange Rate in effect at the time of each
payment.

    


    MISCELLANEOUS

    


    Funding

    


    The
Company undertakes no obligation to pre-fund any TCN Supplement benefits which
may be payable under the TCN Plan.  Benefits will be paid from the
source designated by the Company at the time of payment.

    


    Administration

    


    The
Internal People Committee of Monsanto Company will be solely responsible for
administration of the TCN Plan and for all interpretations, constructions or
other acts which require determinations or the exercise of
discretion.  The decisions of the Committee or its delegates shall be
final, binding and enforceable against all parties.  The Committee may
delegate such administrative, interpretative and discretionary authority as it
may deem appropriate or desirable.  The Committee or its delegate may
exercise discretion as to variance from the terms of the TCN Plan in individual
cases to eliminate serious inequities, to prevent excessive windfalls or to
otherwise achieve the objectives of this TCN Plan.  The Committee may
engage a professional actuarial firm to perform any calculations or services
necessary under the TCN Plan.  The calculations and decisions of the
actuary shall be final and binding on all parties.

    


    Amendment/Termination

    


    The
Company may amend, modify, terminate or suspend the TCN Plan at any time;
however, benefits or entitlements accrued by a participant to the date of any
such action will not be reduced by such action unless in accordance with the
terms of the TCN Plan or the written conditions of the notice of participation,
or with the participant’s consent, or if the benefits provided or participation
hereunder become void or illegal under applicable law.

    



    
      
         


      

      
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    Taxes

    


    You will
be solely responsible for any taxes applied to a TCN Supplemental benefit, and
the Company does not in any manner or respect agree to be liable therefore, nor
does the Company agree to increase your benefits to make up for any taxes levied
on such benefits.  If required to do so, the Company will withhold
taxes from any benefits payable under the TCN Plan.

    


    Your
Responsibilities

    


    You will
be responsible for co-operating with the Company and supplying or obtaining data
requested by it to enable it to make any determinations of eligibility or to
calculate benefits under the TCN Plan.  No Supplements will become
payable or continue to be paid until requested information is received from you
and necessary calculations are completed.  This responsibility will
continue beyond commencement of payment hereunder, and benefits may be subject
to reduction if information is not provided as requested.

    


    Non-alienation
of Assets or Benefits

    


    No fund,
retirement income or other benefits under the TCN Plan shall be liable for or
subject to the debts or liabilities of you or any other person except as
specifically provided in the TCN Plan and except as may be required by
applicable tax collection requirements of any country.  No benefits
under the TCN Plan shall be subject at any time or in any manner to any
voluntary or involuntary alienation, sale, transfer, assignment, pledge or
incumbrance of any kind.

    


    No
Enlargement or Employment Rights

    


    The TCN
Plan does not constitute a contract of employment, and participation will not
give you the right to be retained in the employ of the Company or any right or
claim to any benefit under the TCN Plan except in accordance with the provisions
of the TCN Plan.

    


    In the
event of any possible conflict between this summary description and the text of
the TCN Plan, the terms of the TCN Plan will prevail.  The full text
of the TCN Plan is available for review on request.

    


    


    



    
      
         


      

      
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